Exhibit 4.1





Exhibit 4.1



RED OAK MERGER CORPORATION




 





FIRST SUPPLEMENTAL INDENTURE




Dated as of July 1, 2008




Supplementing the Indenture, dated

as of May 16, 2006, between

Countrywide Financial Corporation,

and

The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee.




 









 





     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 2008 (the “First Supplemental
Indenture”), is made by and among RED OAK MERGER CORPORATION, a Delaware corporation (the
“Corporation”), COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (“Issuer”), and THE
BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking
corporation, as Trustee (the “Trustee”) under the Subordinated Indenture referred to herein.



W I T N E S S E T H:




     WHEREAS, Issuer and the Trustee are parties to an Indenture dated as of May 16, 2006 (as
amended and supplemented, the “Indenture”), providing for the issuance of Subordinated Debt
Securities;



     WHEREAS, there is outstanding under the terms of the Indenture one or more series of
Subordinated Debt Securities (the “Securities”);



     WHEREAS, Bank of America Corporation, Issuer and the Corporation have entered into an
Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 11, 2008, pursuant
to which Issuer will merge with and into the Corporation (the “Merger”), with the Corporation
as the surviving corporation in the Merger;



     WHEREAS, the Merger is being consummated on July 1, 2008;



     WHEREAS, Section 801(1) of the Indenture provides that in the case of a merger of Issuer
into another corporation, the surviving corporation shall expressly assume by supplemental
indenture all the obligations and covenants under the Securities and the Indenture to be
performed and observed by Issuer;



     WHEREAS, Section 901(1) of the Indenture provides that Issuer, with the authorization of
its Board of Directors and the Trustee, may amend the Indenture without notice to or consent of
any holders of the Securities to evidence the succession of another corporation to Issuer by
merger and the assumption by the successor corporation of the obligations and covenants of
Issuer under the Indenture;



     WHEREAS, this First Supplemental Indenture has been duly authorized by all necessary
corporate action on the part of Issuer and the Corporation;



     WHEREAS, the Trustee has determined this First Supplemental Indenture is satisfactory
to it in form; and



     WHEREAS, all things necessary to make this First Supplemental Indenture a valid
indenture and agreement according to its terms have been done.



     NOW, THEREFORE, in consideration of these premises, Issuer, the Corporation and the
Trustee agree as follows for the equal and ratable benefit of the holders of the
Securities:



 









 





ARTICLE I

ASSUMPTION BY SUCCESSOR CORPORATION

AND SUPPLEMENTAL PROVISIONS




     SECTION 1.1 Assumption of the Securities.




     (a) The Corporation hereby represents and warrants that




     (i) it is a corporation organized and existing under the laws of the State of
Delaware and is the surviving corporation in the Merger; and




     (ii) the execution, delivery and performance of this First Supplemental Indenture
has been duly authorized by the Board of Directors of the Corporation.



     (b) The Corporation hereby expressly assumes the due and punctual payment of the principal
of (and premium, if any) and interest on all the Securities and the performance of every
covenant of the Indenture on the part of Issuer to be performed or observed.



     SECTION 1.2 Name. Effective July 1, 2008, the name of Issuer, as the successor
corporation under the Indenture, shall be “Red Oak Merger Corporation.”



     SECTION 1.3 Trustee’s Acceptance. The Trustee hereby accepts this First Supplemental
Indenture and agrees to perform the same under the terms and conditions set forth in the
Indenture.



ARTICLE II

MISCELLANEOUS




     SECTION 2.1 Effect of Supplemental Indenture. Upon the later to occur of (i) the execution
and delivery of this First Supplemental Indenture by the Corporation, Issuer and the Trustee
and (ii) the effective time of the Merger, the Indenture shall be supplemented in accordance
herewith, and this First Supplemental Indenture shall form a part of the Indenture for all
purposes, and every holder of Securities heretofore or hereafter authenticated and delivered
under the Indenture shall be bound thereby.



     SECTION 2.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all
provisions in the Indenture shall remain in full force and effect.



     SECTION 2.3 Indenture and Supplemental Indenture Construed Together.
This First Supplemental Indenture is an indenture supplemental to and in implementation of the
Indenture, and the Indenture and this First Supplemental Indenture shall henceforth be read and
construed together.



     SECTION 2.4 Confirmation and Preservation of Indenture. The Indenture as supplemented by
this First Supplemental Indenture is in all respects confirmed and preserved.



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     SECTION 2.5 Conflict with Trust Indenture Act. If any provision of this First Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act (the
“TIA”) that is required under the TIA to be part of and govern any provision of this First
Supplemental Indenture, the provision of the TIA shall control. If any provision of this First
Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or
excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or
to be excluded by this First Supplemental Indenture, as the case may be.



     SECTION 2.6 Severability. In case any provision in this First Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 2.7 Terms Defined in the Indenture. All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Indenture.



     SECTION 2.8 Addresses for Notice, etc., to the Corporation and Trustee. Any notice or
demand which by any provisions of this First Supplemental Indenture or the Indenture is
required or permitted to be given or served by the Trustee or by the holders of Securities
to or on the Corporation may be given in the manner specified in the Indenture to the
following address:


Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

NC1-007-07-13

Corporate Treasury Division

Charlotte, North Carolina 28255

Telephone: (980) 387-3776

Facsimile: (980) 387-8794

Attention: B. Kenneth Burton, Jr.



Together with a copy to:



Bank of America Corporation

Legal Department

NC1-002-29-01

101 South Tryon Street

Charlotte, North Carolina 28255

Telephone: (704) 386-4238

Facsimile: (704) 386-1670

Attention: Teresa M. Brenner, Esq.




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     SECTION 2.9 Headings. The Article and Section headings of this First Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered part
of this First Supplemental Indenture and shall in no way modify or restrict any of the terms
or provisions hereof.



     SECTION 2.10 Benefits of First Supplemental Indenture, etc. Nothing in this First
Supplemental Indenture or the Securities, express or implied, shall give to any Person, other
than the parties hereto and thereto and their successors hereunder and thereunder and the
holders of the Securities, any benefit of any legal or equitable right, remedy or claim under
the Indenture, this First Supplemental Indenture or the Securities.



     SECTION 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this
First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision
of the Indenture relating to the conduct or affecting the liability or affording protection to
the Trustee, whether or not elsewhere herein so provided.



     SECTION 2.12 Counterparts. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.



     SECTION 2.13 Governing Law. This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to agreements
made and to be performed in said State.



     SECTION 2.14 Trustee Not Responsible for Recitals. The recitals contained herein (other
than the eighth recital) shall be taken as the statements of the Corporation and the Issuer, as
the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representation as to the validity or sufficiency of this First Supplemental Indenture.



[Signature Pages Follow]




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     IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to
be duly executed as of the date first written above.



	 	 	 	 	 
	 	THE CORPORATION:



Red Oak Merger Corporation

 	 
	 	By:  	 	/s/
Joe L. Price 	 
	 	Name:  	 	Joe L. Price 	 
	 	Title:  	 	Chief Financial Officer	 



 









 






	 	 	 	 	 
	 	ISSUER:



Countrywide Financial Corporation

 	 
	 	By:  	 	/s/
JENNIFER S. SANDEFUR 	 
	 	Name:  	 	Jennifer S. Sandefur 	 
	 	Title:  	 	Senior Managing Director, Treasurer 	 



 









 







	 	 	 	 	 
	 	THE TRUSTEE:



The Bank of New York Mellon

 	 
	 	By:  	 	/s/
Rafael E. Miranda 	 
	 	Name:  	 	Rafael E. Miranda 	 
	 	Title:  	 	Vice President